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January 18, 2007
via U.S. mail and facsimile
Mr. Greg L. Armstrong
c/o Mr. Tim Moore
333 Clay Street, Suite 1600
Houston, Texas 77002
Re: Plains All American Pipeline, L.P.
Amendment No. 1 to Registration Statement on Form S-3
Filed December 21, 2006
File No. 333-138888
Dear Mr. Armstrong:
We have limited the review of your amended filing to those
issues identified in our comments. Where indicated, we think you
should revise your document in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Selling Unitholders, page 24
1. Please revise this section to disclose the transactions whereby
the
selling unitholders purchased the units that are registered for
resale
in this registration statement. For each of these transactions,
please disclose the registration statement or exemption from
registration upon which you relied.
2. Please disclose if any of the selling unitholders is a
registered
broker-dealer or affiliate of a registered broker-dealer. If you
determine that a selling unitholder is a registered broker-dealer,
please revise your disclosure to indicate that such selling
unitholder
is an underwriter, unless such selling unitholder received its
securities as compensation for investment banking services. If
the
selling unitholder is an affiliate of a registered broker-dealer,
please disclose, if true, that such selling unitholder acquired
its
shares in the ordinary course of business and at the time of the
acquisition did not have any arrangements or understandings with
any
person to distribute the securities. If not, you must indicate
that
such selling unitholder is an underwriter.
3. We refer you to Section 7.1 of the Common Unit Purchase
Agreement
dated December 13, 2006 and page S-4 of the prospectus supplement
(File 333-126447) filed on December 14, 2006 with respect to a
primary
offering of securities to the investors identified in such
documents.
Specifically, we note that the purchasers in the primary offering
agreed "not to offer, sell, contract to sell, pledge or otherwise
dispose of (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition
(whether by
actual disposition or effective economic disposition due to cash
settlement or otherwise)), directly or indirectly, including the
filing (or participation in the filing) of a registration
statement
with the Securities and Exchange Commission (the "SEC") in respect
of,
or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section
16
of the Securities Exchange Act of 1934, as amended, with respect
to
the purchased common units for a period of 90 days after the
closing
date of th[e] transaction without [y]our prior written consent".
Despite this representation, an additional 2,002,792 units are
being
offered in the current registration statement by additional
selling
unitholders who appear to have been amongst the purchasers who
bought
units in the recent primary offering. Given that the 90 day lock-
up
period had not yet passed prior to such unitholders offering their
securities in the current registration statement, provide us with
your
analysis as to why such unitholders are not underwriters as
defined in
Section 2(a)(11) of the Securities Act of 1933. We may have
further
comment.
4. Please tell us why you are including in this resale
registration
statement units that apparently have been registered already
pursuant
to your primary shelf registration statement (File 333-126447).
We
may have further comment.
Closing Comments
As appropriate, please amend the above filing in response to
these comments. You may wish to provide us with a marked copy of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Mellissa Campbell Duru at (202) 551-3757 or
me at
(202) 551-3611 with any questions. Direct all correspondence to
the
following ZIP code: 20549-7010.
Sincerely,
Anne Nguyen Parker
Branch Chief
cc: via facsimile
David P. Oleman
Vinson & Elkins L.L.P.
(713) 758-2346
Mr. Greg Armstrong
Plains All American Pipeline L.P.
January 18, 2007
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010